10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________ 

FORM 10-K

_______________

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended March 31, 2019
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
	For the Transition Period from ________ to _________

MOUNTAIN HIGH ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

 

Colorado	333-175825	27-3515499
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	6501 E Greenway Parkway, #103-412 Scottsdale AZ 85254
	(Address of principal executive offices)
	(760) 413-3927
	(Registrant’s Telephone Number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

(Title of each Class)

Common Stock $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☑
Emerging Growth Company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $3,937,765 based upon the price $0.0283 at which the common stock was last sold as of the last business day of the most recently completed fourth fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “MYHI.”

As of June 24, 2019 there were 211,344,521  shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	6
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8	Financial Statements and Supplementary Data	10
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A	Controls and Procedures	23
Item 9B	Other Information	23
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	24
Item 11	Executive Compensation	26
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships, Related Transactions and Director Independence	28
Item 14	Principal Accounting Fees and Services	28
	PART IV
Item 15	Exhibits	29

FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

· The availability and adequacy of our cash flow to meet our requirements;

· Economic, competitive, demographic, business and other conditions in our local and regional markets;

· Changes or developments in laws, regulations or taxes in our industry;

· Actions taken or omitted to be taken by third parties including our competitors, as well as legislative, regulatory, judicial and other governmental authorities;

· Competition in our industry;

· The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

· Changes in our business strategy, capital improvements or development plans;

· The availability of additional capital to support capital improvements and development; and

· Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context hereof, references in this report to “Company,” “MYHI,” “we,” “us” and “our” are references to Mountain High Acquisitions Corp.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1.    BUSINESS

History

The Company is in the business of providing infrastructure assets to licensed producers, processors and retailers engaged in the cannabis industry. The Company plans to acquire further assets such as equipment, real estate and technologies beyond those described below through the use of cash flow generated by operations.

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry in Arizona. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9," to provide D9 customers with infrastructure equipment. Also, in September 2017, MYHI-AZ purchased 2 intermodal grow containers (the “Containers”) from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the Containers to D9 for 3 years with the right to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance refundable payments by MYHI-AZ for operating supplies and expenses. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental and operating cost payments. The power failure highlighted electrical issues with the facility where the containers were being used and improvements to the containers that could be made.

Effective June 11, 2018, MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and an interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers that had been made by D9. The first payment on the Note was due October 3, 2018. All payments required under the Note have been made as of the date of this report. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000.00 per month beginning November 1, 2018.

Effective March 31, 2019, the Company and D9 mutually agreed to terminate the new lease due to continuing power issues at the grow facility and a change in D9’s business operations. In consideration for the early termination of the lease, D9 agreed to pay for the removal of the containers to a location of the Company’s choice and to return 280,000 MYHI shares issued to D9 pursuant to the consulting agreement of September 2017.

On August 18, 2018 the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Alchemy Capital LLC (“Alchemy”) pursuant to which Alchemy, the sole shareholder of One Lab Co (“Labco”), agreed to exchange 100% of the capital stock of Labco for 88,000,000 restricted shares of the Company (the “MYHI Shares”). The Exchange Agreement called for the issuance of 20,000,000 MYHI Shares at Closing and 68,000,000 MYHI Shares after certain equipment under order by Labco at the time (the “Equipment”) was delivered pursuant to a Lease Agreement (the “Lease”) between Labco and Workforce Labor Solutions, LLC (“the Lessee”) .. The Equipment consists of a state-of-the-art intermodal extraction laboratory, engineered and designed specifically for processing cannabis. The Lease calls for monthly payments of $25,000 and has a five year term commencing November 1, 2018 with an option to renew for a second five year term.

In conjunction with the acquisition of One Labco and its tangible assets including the Equipment and the Lease, the Company also acquired intangible assets such as industry relationships, access to capital resources and acquisition opportunities. These intangible assets were classified as Goodwill.

MYHI issued the 88,000,000 shares of restricted common stock in accordance with the terms of the Exchange Agreement and recorded the acquisition of the Equipment at a cost value of $159,666 and Goodwill of $4,605,134.

On December 31, 2018, the Company reviewed the valuation of the intangible assets acquired. While satisfied that the Company would continue to realize value from them, the Company decided to write Goodwill down to $1,200,000. This amount reflected the discounted value of the Lease. At that time, the Lease was in good standing with all required lease payments up to date.

On May 31, 2019, the Company conducted a further review of the intangible assets. At that date, the Lease was four months in arrears. While the Company believes that the Lease payments will be brought current in the near future, it decided to record an additional impairment of $1,200,000 to Goodwill, bringing its balance to $nil.

Property Acquisitions

None

Intellectual Property

The Company does not own any intellectual property and has yet to incur any expenses for research and development other than as disclosed herein.

Employees

As of the date of this Report, the Company has no full-time employees or part-time employees. Our officers and directors have consulting agreements with the Company to serve in these capacities. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

4

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive office is located at 6501 E Greenway Parkway, Suite 103-412, Scottsdale, AZ 85254. Currently, this space is sufficient to meet our needs. If we require additional space, we do not foresee any significant difficulties in obtaining additional space.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

5

PART II

ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our Common Stock is currently quoted on the OTCQB, under the trading symbol "MYHI". Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid prices for our Common Stock per quarter for the past two years as reported by the OTC Markets based on our fiscal year end March 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

		High	Low
Year Ended March 31, 2019
Quarter Ended March 31, 2019		0.0550	0.0280
Quarter Ended December 31, 2018		0.0850	0.0380
Quarter Ended September 30, 2018		0.1050	0.0500
Quarter Ended June 30, 2018		0.1530	0.0520
Year Ended March 31, 2018
	Quarter Ended March 31, 2018	0.45	0.0561
	Quarter Ended December 31, 2017	0.173	0.0385
	Quarter Ended September 30, 2017	0.1494	0.06
	Quarter Ended June 30, 2017	0.22	0.0826

Record Holders

As of March 31, 2019, an aggregate of 203,832,914 shares of our Common Stock were issued and outstanding and were owned by approximately 86 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

None.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under an Equity Compensation Plan.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

6

ITEM 7. Management's Discussion and Analysis oF FINANCIAL CONDITION AND rESULTS of OperationS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Working Capital

	March 31, 2019			March 31, 2018
Current Assets	$	44,153		$	281,758
Current Liabilities		271,542			524,815
Working Capital (Deficit)	$	(227,389	)	$	(243,057	)

Cash Flows

	Yea
	Year ended March 31, 2019			Year ended March 31, 2018
Cash Flows from (used in) Operating Activities	$	51,784		$	(824,236	)
Cash Flows from (used in) Investing Activities		(35,000	)		(200,000	)
Cash Flows from (used in) Financing Activities		(125,481	)		1,123,301
Net Increase (decrease) in Cash during period	$	(108,697	)	$	99,065

Operating Revenues

During the year ended March 31, 2019 the Company had revenue of $141,120 compared to $150,000 for the year ended March 31, 2018. The revenue for FY 2019 and 2018 was for the lease on the 2 grow containers and the extraction container.

The lease for the extraction equipment was in default for 2 months as at March 31, 2019 and is currently five months in arrears. Based on discussions with the lessee, the account will be brought up to date in the near future although there can be no assurance at this time that this will be done.

Operating Expenses and Net Loss

The net loss for the year ended March 31, 2019 was $5,434,865 compared to a net loss of $3,351,723 for year ended March 31, 2018. The net loss for the year ended March 31, 2019 consisted of a $150,000 for officer fees, $597,000 for warrant expense, $58,811 for depreciation expense, $104,895 for professional fees, and $41,066 for G&A fees. Furthermore, the Company recognized a Goodwill write down of $4,605,134 and total interest expense of $26,454. The Company also recognized other income of $7,375.

The net loss for the year ended March 31, 2018 consisted of $30,000 in depreciation expense, $180,000 in officer fees, a total of $115,100 in warrant expense, and $489,002 in G&A expenses. Furthermore, the Company recognized a total of $471, 500 in interest expense for a beneficial conversion feature, a forbearance expense of $27,250, a total of $64,000 in original issue discount. Other expense of $2,084,300 was recognized and a total of $40,571 in interest expense was incurred.

7

Liquidity and Capital Resources

At March 31, 2019, the Company’s cash balance and other current assets was $44,153 compared to $281,758 at March 31, 2018. The decrease was primarily due to the conversion of account receivables to a Promissory Note of $150,000.

At March 31, 2019, the Company had total liabilities of $271,542 compared with total liabilities of $524,815 at March 31, 2018.  The decrease was due to a decrease in convertible notes payable and a decrease in officer fees.

At March 31, 2019, the Company had a working capital deficit of $227,389 compared to a working capital deficit of $243,057 at March 31, 2018.  

Cashflow from Operating Activities

During the year ended March 31, 2019, the Company provided $51,784 of cash for operating activities compared to the use of $824,236 of cash used for operating activities during the year ended March 31, 2018. The decrease in cash used for operations for the year ended March 31, 2019 was due to the operating loss of $5,434,865, increase in non cash transaction of One Lab of $4,605,134, increase in depreciation expense of $58,811, stock based compensation of $16,422, warrant expense of $597,000, decrease of accounts payable of $(128,410), decrease of $150,00 in accounts receivable, $22,293 change in other receivables, increase of $138,945 in accrued liabilities, and $26,454 of interest expense.

The decrease in cash used for operating activities for the year ended March 31, 2018 was due to the operating loss of $3,351,723, decrease in officer fees of $80,000, increase in receivables of $172,294 offset by loss on preferred stock of $2,084,300 and increase in beneficial conversion feature of $471,500.

Cashflow from Investing Activities

During the year ended March 31, 2019, the Company used $35,000 from investing activities for the year compared to $200,000 used in the period ended March 31, 2018.

Cashflow from Financing Activities

During the year ended March 31, 2019 the Company’s net cash used by financing activities was $125,481. $117,361 was related to an account receivable converted to an interest bearing note receivable. Furthermore, a total of $8,120 was for shares returned.

During the year ended March 31, 2018, the Company received $1,123,301 from financing activities, $329,184 from shares issued for services, a reduction of $684,285 in notes payable conversions and an increase in proceeds from borrowing of $1,478.402.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern.

8

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Recently Issued Accounting Pronouncements

Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

9

Item 8. Financial Statements AND SUPPLEMENTARY DATA

MOUNTAIN HIGH ACQUISITIONS CORP.

Financial Statements

For the Years Ended March 31, 2019 and March 31, 2018

Report of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Cash Flows	5
Consolidated Statements of Stockholder’s Equity (Deficit)	6
Notes to the Financial Statements	7

10

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Mountain High Acquisitions Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mountain High Acquisitions Corp. as of March 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2016

Lakewood, CO

June 24, 2019

2

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED BALANCE SHEETS
AUDITED
	March 31,			March 31,
	2019			2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	767		$	109,464
Accounts receivable		—			150,000
Notes receivable-current		43,386			—
Other receivables		—			22,294
TOTAL CURRENT ASSETS		44,153			281,758
OTHER ASSETS
Notes receivable - long term		73,975			—
TOTAL OTHER ASSETS		73,975			—
FIXED ASSETS  (NET)		305,856			170,000
TOTAL ASSETS	$	423,984		$	451,758
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	21,544		$	149,954
Accrued liabilities		151,445			12,500
Convertible notes payable, net Beneficial Conversion Feature fully recognized of $885,574		98,553			362,361
TOTAL CURRENT LIABILITIES		271,542			524,815
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of March 31, 2019 and March 31, 2018 respectively		10			10
Common stock, $0.0001 par value; 500,000,000 shares authorized, 203,832,914 and 96,208,582 shares issued and outstanding as of March 31, 2019 and March 31, 2018 respectively		20,383			9,621
Additional paid in capital		15,257,436			9,607,834
Accumulated (deficit)		(15,125,387	)		(9,690,522	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		152,442			(73,057	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	423,984		$	451,758
The accompanying notes are an integral part of these consolidated financial statements

3

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
(AUDITED)
	For the Year ended March 31,
	2019			2018
Revenue	$	141,120		$	150,000
Gross profit		141,120			150,000
Depreciation		58,811			30,000
Officer fees		150,000			180,000
Professional fees		104,895			—
Warrant expense		597,000			115,100
Selling, general and administrative expenses		41,066			489,002
		951,772			814,102
(Loss) from operations		(810,652	)		(664,102	)
Interest Expense resulting from Beneficial Conversion Feature		—			(471,500	)
Goodwill write-down		(4,605,134	)		—
Forbearance expense		—			(27,250	)
Original issue discount		—			(64,000	)
Other income (expense)		7,375			(2,084,300	)
Interest Expense		(26,454	)		(40,571	)
Net income (loss)	$	(5,434,865	)	$	(3,351,723	)
Net Income (loss) per share-basic
Continuing operations		(0.04	)		(0.04	)
Net Income (loss) per share-diluted
Continuing operations		(0.04	)		(0.04	)
Weighted average shares outstanding - basic and diluted		143,712,070			76,569,111
The accompanying notes are an integral part of these consolidated financial statements

4

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM APRIL 1, 2017 TO MARCH 31, 2019
											Additional						Total Shareholders’
	Preferred Stock				Common Stock						Paid-in			Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance March 31, 2017		—		—		72,691,389			7,269			5,925,827			(6,338,799	)		(405,703	)
Shares issued for services rendered		100,000		10		2,570,000			257			328,917			—			329,184
Loss on market value of Preferred shares		—		—		—			—			2,084,300			—			2,084,300
Note payable conversion		—		—		20,947,193			2,095			682,190			—			684,285
Warrants		—		—		—			—			115,100			—			115,100
Convertible Note Payable Beneficial Conversion Feature		—		—		—			—			471,500			—			471,500
Net (loss)		—		—		—			—			—			(3,351,723	)		(3,351,723	)
Balance March 31, 2018		100,000	$	10		96,208,582		$	9,621		$	9,607,834		$	(9,690,522	)		(73,057	)
Shares issued for services rendered		—		—		80,000			8			6,072			—			6,080
Note payable conversion		—		—		10,099,332			1,010			289,250			—			290,260
Cashless warrants issued		—		—		9,500,000			950			596,050			—			597,000
One Lab Co contribution		—		—		—			—			159,667			—			159,667
One Lab Co purchase		—		—		88,000,000			8,800			4,596,334			—			4,605,134
Shares issued to consultant		—		—		225,000			23			10,321			—			10,344
Shares returned						(280,000	)		(28	)		(8,092	)		—			(8,120	)
Net (loss)		—		—		—			—			—			(5,434,865	)		(5,434,865	)
Balance March 31, 2019		100,000	$	10		203,832,914		$	20,383		$	15,257,436		$	(15,125,387	)	$	152,442
The accompanying notes are an integral part of these consolidated financial statements

5

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(AUDITED)
	For the Year ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(5,434,865	)	$	(3,351,723	)
Adjustment to reconcile net loss to net
Cash used in operating activities:
Beneficial Conversion Feature on Note Payable		—			471,500
Purchase of One Lab Co		4,605,134			—
Depreciation and amortization		58,811			30,000
Forbearance		—			27,250
Goodwill		—			—
Loss on valuation Preferred Stock		—			2,084,300
Officer fees		—			(80,000	)
Original issue discount		—			64,000
Stock based compensation		16,422			—
Warrants expense		597,000			115,100
Changes in operating assets and liabilities:
Increase / (decrease) in accounts payable		(128,410	)		(12,369	)
(Increase) / decrease in accounts receivable		150,000			—
Change in other receivables		22,293			(172,294	)
Increase / (decrease) in accrued liabilities		138,945			—
Interest expense		26,454			—
Net cash (used) provided in operating activities		51,784			(824,236	)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets		(35,000	)		(200,000	)
Net cash (used) provided in investing activities		(35,000	)		(200,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts receivable converted to note receivable		(117,361	)		—
Proceeds from shares		—			329,184
Note conversions		—			(684,285	)
Returned shares		(8,120	)		—
Proceeds from borrowings		—			1,478,402
Net cash (used) provided by financing activities		(125,481	)		1,123,301
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(108,697	)		99,065
CASH AND CASH EQUIVALENTS
Beginning of the period		109,464			10,399
End of the period	$	767			109,464
Supplemental disclosures of cash flow information
Taxes paid	$	—		$	—
Interest paid	$	—		$	—
The accompanying notes are an integral part of these consolidated financial statements

6

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

The Company is in the business of providing infrastructure assets to licensed producers, processors and retailers engaged in the cannabis industry. The Company plans to acquire further assets such as equipment, real estate and technologies beyond those described below through the use of cash flow generated by operations.

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9," to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the advances were recorded as an Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted electrical issues with the facility where the containers are being used and improvements to the containers that could be made. The container improvements and facility power requirement issue took a few months to resolve.

Effective September 11, 2018, MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note was due October 3, 2018. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000 per month beginning November 1, 2018.

On August 18, 2018, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Alchemy Capital LLC (“Alchemy”) pursuant to which Alchemy, the sole shareholder of One Lab Co (“Labco”), agreed to exchange 100% of the capital stock of Labco for 88,000,000 restricted shares of the Company (the “MYHI Shares”). The Exchange Agreement called for the issuance of 20,000,000 MYHI Shares at Closing and 68,000,000 MYHI Shares after certain equipment under order by Labco at the time (the “Equipment”) was delivered pursuant to a Lease Agreement (the “Lease”) between Labco and Workforce Labor Solutions, LLC (“the Lessee”) . The Equipment consists of a state-of-the-art intermodal extraction laboratory, engineered and designed specifically for processing cannabis. The Lease calls for monthly payments of $25,000 and has a five year term commencing November 1, 2018 with an option to renew for a second five year term.

In conjunction with the acquisition of One Labco and its tangible assets including the Equipment and the Lease, the Company also acquired intangible assets such as industry relationships, access to capital resources and acquisition opportunities. These intangible assets were classified as Goodwill.

MYHI issued the 88,000,000 shares of restricted common stock in accordance with the terms of the Exchange Agreement and recorded the acquisition of the Equipment at a cost value of $159,666 and Goodwill of $4,605,134.

On December 31, 2018, the Company reviewed the valuation of the intangible assets acquired. While satisfied that the Company would continue to realize value from them, the Company decided to write Goodwill down to $1,200,000. This amount reflected the discounted value of the Lease. At that time, the Lease was in good standing with all required lease payments up to date.

On May 31, 2019, the Company conducted a further review of the intangible assets. At that date, the Lease was four months in arrears. While the Company believes that the Lease payments will be brought current in the near future, it decided to record an additional impairment of $1,200,000 to Goodwill, bringing its balance to $nil.

7

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred a net loss of $5,434,865 and provided cash for operations of $51,784 for the year ended March 31, 2019 and has an accumulated deficit of $15,125,387 and a working capital deficit of $227,389 as of March 31, 2019. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to continue to raise capital to fund the Company’s operations and believes that it can continue to raise equity or debt financing to support its operations until the Company is able to generate positive cash flow from operations.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31.

Principles of Consolidation

The accounts of the Company and its wholly–owned subsidiaries GreenLife Botanix, MYHI-AZ and One Lab Co are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Revenue Recognition

As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09).   Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue.  A five-step model has been introduced for an entity to apply when recognizing revenue.  The new guidance also includes enhanced disclosure requirements.  The guidance was effective January 1, 2018.  The adoption did not have an impact on our financial statements.  

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the year ended March 31, 2019 the Company recorded revenue of $141,120 from both leases.

Fixed Assets

Fixed Assets are stated at cost. Depreciation is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

8

Intangible Assets

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

· a significant decrease in the market value of an asset;

· a significant adverse change in the extent or manner in which an asset is used; or

· an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018.

The Company has no tax positions at March 31, 2019 or March 31, 2018, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

Basic and Diluted Loss Per Share 

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Recent Accounting Pronouncements

Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

9

Note 3 – Note Receivable

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9," to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the advances were recorded as Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted electrical issues with the facility where the containers were being used and improvements to the containers that could be made. While the container improvements were made, the facility power requirement issues were never fully resolved.

Effective September 11, 2018, MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note was due October 3, 2018.

In addition, and in anticipation of the resolution of the power issues at the grow facility, the Parties agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000 per month beginning November 1, 2018. This replacement lease was terminated on March 31, 2019 as D9 was unable to successfully complete a harvest due to the ongoing power problems and a shift in the focus of their company to extraction only. The Note however remained in full force and effect.

As of March 31, 2019, D9 was up to date with the required Note payments. The Company is confident that D9 will continue to make the required payments for the full term of the Note as D9 has entered into a partnership with Verano Holdings LLC effective February 27, 2019 for the provision of extraction services. This relationship will provide D9 with a more stable platform from which to operate their business.

Note 4 – Fixed Assets

Fixed assets consist of the following at March 31, 2019:

	For the Year Ended
	March 31, 2019
Extraction Equipment	$	159,667
Grow Equipment		235,000
Less: accumulated depreciation and amortization		(88,811	)
Total	$	305,856

Note 5 – Goodwill

The Company’s goodwill balance is solely attributable to acquisitions. As of March 31, 2019, the Company impaired a total of $4,605,134 related to the Exchange Agreement with Labco.

Note 6 – Accrued liabilities

As of March 31, 2019, total accrued liabilities consisted of $151,445. A total of $138,945 is related to a liability due to Brent McMahon for Greenlife selling and administrative expenses. A total of $12,500 is related to Greenlife office lease expenses.

10

Note 7 – Revenue

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the year ended March 31, 2019 the Company recorded revenue of $141,120 from both leases.

Note 8 – Equity

Common Stock

Effective June 12, 2017, the Company increased its authorized shares of common stock to 500,000,000 shares with a par value of $0.0001 per share. The Company has 250,000,000 shares of preferred stock with a par value of $0.0001 per share.

On June 12, 2017, the Company issued 100,000 shares of Series B Convertible Preferred stock to an outside consulting firm for consulting services, valued at $109,700, which was recorded as consulting fees in the three months ended June 30, 2017. Due to the super voting provision of the Series B Convertible Preferred stock the Company recorded a loss on valuation of the shares of $2,084,300, the equivalent of 20,000,000 shares less the associated consulting expense of $109,700.

During the year ended March 31, 2018, the Company converted $684,285 of convertible notes payable into 20,947,193 shares of free trading common stock of the Company.

During the year ended March 31, 2018 the Company issued 2,570,000 shares of restricted Common Stock pursuant to consulting agreements valued at $329,184.

During year ended March 31, 2019 the Company issued the following:

· Converted $290,260 of convertible notes into 10,099,332 shares of common stock.

· Issued 305,000 shares of common stock valued at $16,424 pursuant to consulting agreements, and services rendered.

· Issued 9,500,000 shares of common stock relating to cashless warrants issued in conjunction with convertible notes issued to St. George Investments LLC valued at $597,000.

· Issued 88,000,000 shares of common stock valued at $4,605,134 pursuant to the share exchange agreement for Labco.

· Recorded 280,000 shares returned by D9 as per termination agreement valued at $8,120.

Warrants

Pursuant to the Warrant to Purchase Shares of Common Stock Agreement, dated June 30, 2017, the Company granted the right to St. George Investments LLC, to purchase at any time on or after the Issue Date of June 30, 2017 until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs a number of fully paid and non-assessable shares of Company's common stock, par value $0.0001 per share, equal to $173,000 divided by the Market Price as of the Issue Date. The closing stock price on June 30, 2017 was $0.1273, equating to 1,358,995 shares of common stock. The warrant was issued in connection with the Securities Purchase Agreement, dated June 30, 2017. Pursuant to ASC 470-20-25-2 the company fair valued the warrants at $115,100 to be debited to warrant expense for the year ended March 31, 2018. The Warrants contain a ratcheting feature for future share issuances. The Company issued shares in July 2017 for conversion of notes payable and in September 2017 for consulting agreements. These share issuances were for convertible notes and contracts that were in existence prior to the execution of the St. George agreement and were exempt from any ratcheting calculation, however subsequent issues to St. George on conversion of their convertible notes are subject to the ratcheting calculation.

Pursuant to a Warrant Settlement Agreement executed June 27, 2018, the Company agreed to issue 8,141,005 additional warrants to settle the ratchet provision of the original warrant. The Company recorded additional warrant expense of $491,850 pursuant to ASC 470-20-25-2 as the fair value of the warrants. Effective April 19, 2018, the Company, pursuant to the Warrant to Purchase Shares of Company Stock which was issued in conjunction with the St George Investments LLC Securities Purchase Agreement dated June 30, 2017, issued 3,500,000 shares of Company stock at $.0826 per share, valued at $289,100. On June 27, 2018, the Company agreed to issue an additional 6,000,000 shares of Company common stock to fully settle the warrant at a value of $433,200 or $0.0705 per share. The Company recorded additional warrant expense of $105,150 to value the warrants exercised at market price.

11

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

	Shares available to purchase with warrants			Weighted Average Price		Weighted Average Fair Value
Outstanding, March 31, 2017		—		$	—	$	—
Issued		1,358,995		$	.1273	$	.1273
Exercised		—		$	—	$	—
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Issued pursuant to agreement		8,141,005		$	.0604	$	.0604
Exercised April 19, 2018		(3,500,000	)	$	.0826	$	.0826
Exercised June 27, 2018		(6,000,000	)	$	.0705	$	.0705
Outstanding, March 31, 2019		0		$	0	$	0

Range of Exercise Prices		Number Outstanding 3/31/2019		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0327-$0.1273		0		0	$	0

Note 9- Income Taxes

The Company accounts for income taxes using the asset and liability approach Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

The Company has federal net operating loss carryforwards of approximately $5,434,865 expiring in various years through 2037. The tax benefit of these net operating losses has been offset by a full allowance for realization. The use of the net operating loss carryfowards may be limited due to a change in control.

The Company’s effective tax rate differs from the high statutory rate for the year ended March 31, 2019, due to the following (expressed as a percentage of pre-tax income):

Federal taxes at statutory rate	$	21.0	%
State taxes, net of federal tax benefit		5.0	%
Valuation allowance		(26.0	)%
Effective income tax rate	$	0.0	%

As of March 31, 2019, the components of these temporary differences and the deferred tax asset were as follows: 

Deferred Tax assets:
Net operating loss carryforward	$	1,141,322
Less: valuation allowance		(1,141,322	)
Net deferred tax assets	$	—

12

Note 10 - Notes Payable

At March 31, 2019 the Company had outstanding convertible notes payable to third parties in the amount of $98,553 The notes had interest rates of 3%-12% and had conversion provision allowing the holder to convert the note into shares of the Company at a discount. This is referred to as the Beneficial Conversion Feature, "BCF". Due to the fact that the notes could be converted immediately or any time thereafter, there is no amortization of expense, so the Company has elected to record an expense in the current year for the difference between the BCF and the share value on the date the note was executed. This amount cannot exceed the value of the note. This resulted in an expense of $0 and $471,500 for the year ended March 31, 2019 and 2018 respectively. The following details outstanding convertible notes as of March 31, 2019:

Note Holder	Amount		Conversion Terms
Andrew Cervasio	$	11,092	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial	$	87,461	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
	$	98,553

Note 11 - Related Party Transactions

Effective April 1, 2017, Alan Smith and Richard Stifel assigned their consulting agreements and all future amounts due under the agreement to Evolution Equities Corp, "Evolution" and RGS Resources LLC, "RGS" respectively. Evolution and RGS are related parties due to Mr. Smith’s and Mr. Stifel's ownership interest and positions in those companies. Evolution and RGS were paid $90,000 and $60,000 respective for the year ended March 31, 2019.

Note 12 – Officer fees

As of March 31, 2019, total officer fees paid were $90,000 to the Company’s CEO and Director. Additionally, a total of $60,000 was paid to the former CFO and Director of the Company.

Note 13 – Commitments and Contingencies

None.

Note 14 – Subsequent Events

To secure working capital for future operations, on April 24, 2019, Mountain High Acquisitions Corp. (“MYHI”) entered into a Securities Purchase Agreement with St. George Investments, LLC (“St. George”). In connection with this agreement, MYHI issued to St. George a 10% convertible promissory note (the “Note”) in the principal amount of $112,500, due on April 23, 2020. The Note is convertible into common stock at 65% of the average of the two lowest closing bid prices for MYHI’s common stock during the twenty trading days immediately preceding the date of the conversion, subject to adjustment as provided in the Note. The Note contains a 10% original issue discount. The note may be prepaid by MYHI on the terms set forth in the Note.

13

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None. 

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2019. In making this assessment management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO). Our management has concluded that, as of March 31, 2019, our internal control over financial reporting is effective based on these criteria.

Changes in Internal Control and Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

23

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Director(s) and Executive Officer(s)

The following table sets forth the name(s) and age(s) of our current director(s) and executive officer(s):

Name	Age		Position(s) Held	Date of Appointment		Other Public Company Directorships Held
Alan Smith		68	President, Chief Executive Officer, Treasurer, Secretary and Director		March 5, 2014	Altair International Corporation
Raymond Watt		44	Director		August 18, 2018	None

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders and until his/her respective successor is elected and qualified, or until his or her earlier death, resignation or removal. Our officers are appointed by our Board of Directors to hold office until the next annual meeting of the Board and until his/her respective successor is duly appointed and qualified, or until his or her earlier death, resignation or removal.

Background and Business Experience

The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company is as follows:

Mr. Alan Smith – During the past five years, Alan Smith, has provided independent financial consulting services to a variety of startup and development stage companies in the technology, resource and consumer products sectors as President and CEO of Evolution Equities Corporation. These services have included corporate reorganizations and restructuring, the development of internal systems and controls and assistance with financing in both the private and public markets. He has also been an active investor in a number of startup ventures while managing his own personal equity portfolio. Mr. Smith is a Chartered Professional Accountant (retired) and has provided audit, tax and financial consulting services to a wide variety of small to medium sized companies during his 35 year career. During this period, Mr. Smith became known for his proficiency in negotiating highly advantageous acquisitions, reorganizing operations, improving efficiencies, and establishing financial controls. The primary focus of Mr. Smith’s career however, has been the successful restructuring of companies in transition and leading the development of business plans to assist them in procurement of short to medium term financing, many through public offerings. Mr. Smith obtained his Chartered Accountant designation in 1978 from the Institute of Chartered Accountants of Ontario. He was also a member of the Institute of Chartered Accountants of British Columbia from 1980 until his retirement in 1999. Additionally, Mr. Smith earned an MBAin 1975 from Queen’s University at Kingston, Ontario and a Bachelor of Applied Science (Civil Engineering) in 1973, also from Queen’s University.

Mr. Raymond Watt – During the past five years, Mr. Watt has successfully started and sold numerous technology companies and has a 20-year plus experience in in both Software Development and Enterprise System Outsourcing. Previously, Mr. Watt served as the Chief Technical Officer of EOH Oracle Services, a group within the largest Information Technology firm listed on the South African Stock Exchange. He has served on the board of Braingear AG, a medical-device focused biotech companies, as well as GRI Bio, a San Diego based pharmaceutical company. Mr. Watt received his B.Sc. in Computer Science from NorthWest University and a MBA in Information technology from Bond University in Australia. Mr. Watt is an active member of the Coastal San Diego chapter of the Young Presidents Organization (YPO), and currently serves as their Chapter Chair.

Identification of Significant Employees

As of the date of this Report, the Company has no full-time employees or part-time employees, other than our officers and directors. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

Family Relationships

There are no family relationships among our officers, directors or persons nominated for such positions.

24

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

25

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors have sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

The Company has not adopted a Code of Ethics because the Company has only one director, who also serves as sole executive officer of the Company and the Board of Directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company’s very small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics unnecessary.

Compliance with Section 16(a) of the Exchange Act

We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended.  Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended March 31, 2019 and March 31, 2018:  

Summary Compensation Table
Name and Principal Positions	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation in Earnings ($)		All Other Compensation ($)			Total ($)
Alan Smith – President, CEO, Treasurer, and Director (1)		2019	$	0	$	0	$	0	$	0	$	0	$	0		$90,000	(3)	$	90,000
		2018	$	0	$	0	$	0	$	0	$	0	$	0		$90,000		$	90,000
Richard Stifel – CFO, Secretary and Director (2)		2019	$	0	$	0	$	0	$	0	$	0	$	0		$60,000	(4)	$	60,000
		2018	$	0	$	0	$	0	$	0	$	0	$	0		$90,000		$	90,000

(1)	Mr. Smith was appointed as the Company’s sole Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director on March 5, 2014.
(2)	Mr. Stifel was appointed as the Company's Chief Financial Officer, Secretary and a Director on October 1, 2014. Mr. Stifel resigned from all positions with the Company on November 30, 2018.
(3)	Mr. Smith’s compensation was paid directly to his wholly owned company Evolution Equities Corporation.
(4)	Mr. Stifel’s compensation was paid directly to his wholly owned company RGS Resources LLC.

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

26

Outstanding Equity Awards at Fiscal Year-End

No officer(s) or director(s) of the Company received any equity awards, or holds exercisable or non-exercisable options, as of the year ended March 31, 2019.

Long-Term Incentive Plans

There are no arrangements of plans in which we provide pension, retirement or similar benefits for director(s) or executive officer(s).

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2019, by: (i) each of our director(s); (ii) each of our named executive officer(s); and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of  Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Alan Smith (3) 6501 E Greenway Pkwy #103-412 Scottsdale, AZ 85254	Common	10,962,017	5.38%
Dr Judy Pham (4) 578 Washington Blvd Ste 578 Marina Del Rey, CA 90292	Common	53,727,273	26.36%
All Officers and Directors as a Group (2)	Common	10,962,017	5.38%

(1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2) Based on 203,832,914 issued and outstanding shares of our Common Stock as of March 31, 2019.

(3) Alan Smith, an officer and director, owns 10,962,017 shares of our Common Stock.

(4) Dr. Judy Pham is the sole Member of Alchemy Capital LLC which in turn owns 53,727,273 shares of our Common Stock.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

27

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

None of the director(s) or executive officer(s) of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

☐	disclosing such transactions in reports where required;
☐	disclosing in any and all filings with the SEC, where required;
☐	obtaining disinterested directors’ consent; and
☐	obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Alan Smith is not an independent director because he is also an executive officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

	Year Ended March 31, 2019		Year Ended March 31, 2018
Audit fees	$	32,940	$	24,300
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total	$	32,940	$	24,300

Audit Fees

During the fiscal year ended March 31, 2019, we incurred approximately $32,940 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended March 31, 2019.

During the fiscal year ended March 31, 2018, we incurred approximately $24,300 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended March 31, 2018.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended March 31, 2019 and 2018 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) were $nil and $nil, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended March 31, 2019 and 2018 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended March 31, 2019 and 2018 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) were $32,940 and $24,300, respectively.

28

PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Description of Exhibit	Filing
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

(b) *Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

29

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOUNTAIN HIGH ACQUISITIONS CORP.

Dated: June 24, 2019 /s/ Alan Smith

By: Alan Smith

Its: President, CEO, CFO, Secretary, Treasure and Director

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: June 24, 2019 /s/ Alan Smith

Alan Smith

Its: President, CEO, CFO, Secretary, Treasurer and Director

30

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Alan Smith, certify that:

1. I have reviewed this Annual Report on Form 10-K of Mountain High Acquisitions Corp. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report;

4. The Company’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: June 24, 2019

/s/ Alan Smith

Alan Smith

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Alan Smith, certify that:

1. I have reviewed this Annual Report on Form 10-K of Mountain High Acquisitions Corp. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: June 24, 2019

/s/ Alan M. Smith

Alan M. Smith

Chief Financial Officer

EX-32.1

 EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Mountain High Acquisitions Corp. (the “Company”) on Form 10-K for the period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Smith, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 24, 2019	/s/ Alan Smith
	Alan Smith
	Chief Executive Officer

EX-32.2

 EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Mountain High Acquisitions Corp. (the “Company”) on Form 10-K for the period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan M. Smith, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 24, 2019	/s/ Alan M. Smith
	Alan M. Smith
	Chief Financial Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2019	Jun. 24, 2019
Document And Entity Information
Entity Registrant Name	Mountain High Acquisitions Corp.
Entity Central Index Key	0001507181
Document Type	10-K
Document Period End Date	Mar. 31, 2019
Entity Incorporation, State or Country Code	CO
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity File Number	333-175825
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Interactive Data Current	Yes
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Public Float	$ 3,937,765
Entity Common Stock, Shares Outstanding		211,344,521
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Shell Company	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2019	Mar. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 767	$ 109,464
Accounts receivable		150,000
Notes receivable - current	43,386
Other receivables		22,294
TOTAL CURRENT ASSETS	44,153	281,758
OTHER ASSETS
Notes receivable - long term	73,975
TOTAL OTHER ASSETS	73,975
FIXED ASSETS (NET)	305,856	170,000
TOTAL ASSETS	423,984	451,758
CURRENT LIABILITIES
Accounts payable	21,544	149,954
Accrued liabilities	151,445	12,500
Convertible notes payable, net Beneficial Conversion Feature fully recognized of $885,574	98,553	362,361
TOTAL CURRENT LIABILITIES	271,542	524,815
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of March 31, 2019 and March 31, 2018 respectively	10	10
Common stock, $0.0001 par value; 500,000,000 shares authorized, 203,832,914 and 96,208,582 shares issued and outstanding as of March 31, 2019 and March 31, 2018 respectively	20,383	9,621
Additional paid in capital	15,257,436	9,607,834
Accumulated (deficit)	(15,125,387)	(9,690,522)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	152,442	(73,057)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 423,984	$ 451,758

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2019	Mar. 31, 2018
Statement of Financial Position [Abstract]
Beneficial Conversion Feature on notes payable, fully recognized	$ 885,574	$ 885,574
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	250,000,000	250,000,000
Preferred stock, issued	100,000	100,000
Preferred stock, outstanding	100,000	100,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	203,832,914	96,208,582
Common stock, outstanding	203,832,914	96,208,582

XML

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue	$ 141,120	$ 150,000
Gross profit	141,120	150,000
Depreciation	58,811	30,000
Officer fees	150,000	180,000
Professional fees	104,895
Warrant expense	597,000	115,100
Selling, general and administrative expenses	41,066	489,002
Operating expenses	951,772	814,102
(Loss) from operations	(810,652)	(664,102)
Interest Expense resulting from Beneficial Conversion Feature		(471,500)
Goodwill write-down	(4,605,134)
Forbearance expense		(27,250)
Original issue discount		(64,000)
Other income (expense)	7,375	(2,084,300)
Interest Expense	(26,454)	(40,571)
Net income (loss)	$ (5,434,865)	$ (3,351,723)
Net Income (loss) per share - basic - continuing operations	$ (0.04)	$ (.04)
Net Income (loss) per share - diluted - continuing operations	$ (.04)	$ (.04)
Weighted average shares outstanding - basic and diluted	143,712,070	76,569,111

XML

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance, shares at Mar. 31, 2017		72,691,389
Beginning balance, amount at Mar. 31, 2017		$ 7,269	$ 5,925,827	$ (6,338,799)	$ (405,703)
Shares issued for services rendered, shares	100,000	2,570,000
Shares issued for services rendered, amount	$ 10	$ 257	328,917		329,184
Loss on market value of Preferred shares			2,084,300		2,084,300
Note payable conversion, shares		20,947,193
Note payable conversion, amount		$ 2,095	682,190		684,285
Warrants, shares
Warrants, amount			115,100		115,100
Convertible Note Payable Beneficial Conversion Feature			471,500		471,500
Net (loss)				(3,351,723)	(3,351,723)
Ending balance, shares at Mar. 31, 2018	100,000	96,208,582
Ending balance, amount at Mar. 31, 2018	$ 10	$ 9,621	9,607,834	(9,690,522)	(73,057)
Shares issued for services rendered, shares		80,000
Shares issued for services rendered, amount		$ 8	6,072		6,080
Note payable conversion, shares		10,099,332
Note payable conversion, amount		$ 1,010	289,250		290,260
Warrants, shares		9,500,000
Warrants, amount		$ 950	596,050		597,000
One Lab Co contribution			159,667		159,667
One Lab Co purchase, shares		88,000,000
One Lab Co purchase, amount		$ 8,800	4,596,334		4,605,134
Shares issued to consultant, shares		225,000
Shares issued to consultant, amount		$ 23	10,321		$ 10,344
Shares returned, shares		(280,000)			(280,000)
Shares returned, amount		$ (28)	(8,092)		$ (8,120)
Net (loss)				(5,434,865)	(5,434,865)
Ending balance, shares at Mar. 31, 2019	100,000	203,832,914
Ending balance, amount at Mar. 31, 2019	$ 10	$ 20,383	$ 15,257,436	$ (15,125,387)	$ 152,442

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CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (5,434,865)	$ (3,351,723)
Adjustments to reconcile net loss to net cash used in operating activities:
Beneficial Conversion Feature on Note Payable		471,500
Purchase of One Lab Co	4,605,134
Depreciation and amortization	58,811	30,000
Forebearance		27,250
Goodwill
Loss on valuation of Preferred Stock		2,084,300
Officer fees		(80,000)
Original issue discount		64,000
Stock based compensation	16,422
Warrants expense	597,000	115,100
Changes in:
Increase / (decrease) in accounts payable	(128,410)	(12,369)
(Increase) / decrease in accounts receivable	150,000
Change in other receivables	22,293	(172,294)
Increase / (decrease) in accrued liabilities	138,945
Interest expense	26,454
Net cash (used) provided by operating activities	51,784	(824,236)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets	(35,000)	(200,000)
Net cash (used) provided by investing activities	(35,000)	(200,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts receivable converted to note receivable	(117,361)
Proceeds from shares		329,184
Note conversions		(684,285)
Returned shares	(8,120)
Proceeds from borrowings		1,478,402
Net cash (used) provided by financing activities	(125,481)	1,123,301
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(108,697)	99,065
CASH AND CASH EQUIVALENTS, Beginning of the period	109,464	10,399
CASH AND CASH EQUIVALENTS, End of the period	767	109,464
Supplemental disclosures of cash flow information
Taxes paid
Interest paid

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Organization and Basis of Presentation

12 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

The Company is in the business of providing infrastructure assets to licensed producers, processors and retailers engaged in the cannabis industry. The Company plans to acquire further assets such as equipment, real estate and technologies beyond those described below through the use of cash flow generated by operations.

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9," to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the advances were recorded as an Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted electrical issues with the facility where the containers are being used and improvements to the containers that could be made. The container improvements and facility power requirement issue took a few months to resolve.

Effective September 11, 2018, MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note was due October 3, 2018. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000 per month beginning November 1, 2018.

On August 18, 2018, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Alchemy Capital LLC (“Alchemy”) pursuant to which Alchemy, the sole shareholder of One Lab Co (“Labco”), agreed to exchange 100% of the capital stock of Labco for 88,000,000 restricted shares of the Company (the “MYHI Shares”). The Exchange Agreement called for the issuance of 20,000,000 MYHI Shares at Closing and 68,000,000 MYHI Shares after certain equipment under order by Labco at the time (the “Equipment”) was delivered pursuant to a Lease Agreement (the “Lease”) between Labco and Workforce Labor Solutions, LLC (“the Lessee”) . The Equipment consists of a state-of-the-art intermodal extraction laboratory, engineered and designed specifically for processing cannabis. The Lease calls for monthly payments of $25,000 and has a five year term commencing November 1, 2018 with an option to renew for a second five year term.

In conjunction with the acquisition of One Labco and its tangible assets including the Equipment and the Lease, the Company also acquired intangible assets such as industry relationships, access to capital resources and acquisition opportunities. These intangible assets were classified as Goodwill.

MYHI issued the 88,000,000 shares of restricted common stock in accordance with the terms of the Exchange Agreement and recorded the acquisition of the Equipment at a cost value of $159,666 and Goodwill of $4,605,134.

On December 31, 2018, the Company reviewed the valuation of the intangible assets acquired. While satisfied that the Company would continue to realize value from them, the Company decided to write Goodwill down to $1,200,000. This amount reflected the discounted value of the Lease. At that time, the Lease was in good standing with all required lease payments up to date.

On May 31, 2019, the Company conducted a further review of the intangible assets. At that date, the Lease was four months in arrears. While the Company believes that the Lease payments will be brought current in the near future, it decided to record an additional impairment of $1,200,000 to Goodwill, bringing its balance to $nil.

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Going Concern

12 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred a net loss of $5,434,865 and provided cash for operations of $51,784 for the year ended March 31, 2019 and has an accumulated deficit of $15,125,387 and a working capital deficit of $227,389 as of March 31, 2019. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to continue to raise capital to fund the Company’s operations and believes that it can continue to raise equity or debt financing to support its operations until the Company is able to generate positive cash flow from operations.

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Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31.

Principles of Consolidation

The accounts of the Company and its wholly–owned subsidiaries GreenLife Botanix, MYHI-AZ and One Lab Co are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Revenue Recognition

As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09).   Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue.  A five-step model has been introduced for an entity to apply when recognizing revenue.  The new guidance also includes enhanced disclosure requirements.  The guidance was effective January 1, 2018.  The adoption did not have an impact on our financial statements.  

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the year ended March 31, 2019 the Company recorded revenue of $141,120 from both leases.

Fixed Assets

Fixed Assets are stated at cost. Depreciation is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Intangible Assets

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

· a significant decrease in the market value of an asset;

· a significant adverse change in the extent or manner in which an asset is used; or

· an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018.

The Company has no tax positions at March 31, 2019 or March 31, 2018, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

Basic and Diluted Loss Per Share 

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Recent Accounting Pronouncements

Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

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Note Receivable

12 Months Ended

Mar. 31, 2019

Credit Loss [Abstract]

Note Receivable

Note 3 – Note Receivable

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9," to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the advances were recorded as Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted electrical issues with the facility where the containers were being used and improvements to the containers that could be made. While the container improvements were made, the facility power requirement issues were never fully resolved.

Effective September 11, 2018, MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note was due October 3, 2018.

In addition, and in anticipation of the resolution of the power issues at the grow facility, the Parties agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000 per month beginning November 1, 2018. This replacement lease was terminated on March 31, 2019 as D9 was unable to successfully complete a harvest due to the ongoing power problems and a shift in the focus of their company to extraction only. The Note however remained in full force and effect.

As of March 31, 2019, D9 was up to date with the required Note payments. The Company is confident that D9 will continue to make the required payments for the full term of the Note as D9 has entered into a partnership with Verano Holdings LLC effective February 27, 2019 for the provision of extraction services. This relationship will provide D9 with a more stable platform from which to operate their business.

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Fixed Assets

12 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 4 – Fixed Assets

Fixed assets consist of the following at March 31, 2019:

	For the Year Ended
	March 31, 2019
Extraction Equipment	$	159,667
Grow Equipment		235,000
Less: accumulated depreciation and amortization		(88,811	)
Total	$	305,856

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Goodwill

12 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Note 5 – Goodwill

The Company’s goodwill balance is solely attributable to acquisitions. As of March 31, 2019, the Company impaired a total of $4,605,134 related to the Exchange Agreement with Labco.

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Accrued liabilities

12 Months Ended

Mar. 31, 2019

Payables and Accruals [Abstract]

Accrued liabilities

Note 6 – Accrued liabilities

As of March 31, 2019, total accrued liabilities consisted of $151,445. A total of $138,945 is related to a liability due to Brent McMahon for Greenlife selling and administrative expenses. A total of $12,500 is related to Greenlife office lease expenses.

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Revenue

12 Months Ended

Mar. 31, 2019

Leases [Abstract]

Revenue

Note 7 –Revenue

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the year ended March 31, 2019 the Company recorded revenue of $141,120 from both leases.

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Equity

12 Months Ended

Mar. 31, 2019

Equity [Abstract]

Equity

Note 8 – Equity

Common Stock

Effective June 12, 2017, the Company increased its authorized shares of common stock to 500,000,000 shares with a par value of $0.0001 per share. The Company has 250,000,000 shares of preferred stock with a par value of $0.0001 per share.

On June 12, 2017, the Company issued 100,000 shares of Series B Convertible Preferred stock to an outside consulting firm for consulting services, valued at $109,700, which was recorded as consulting fees in the three months ended June 30, 2017. Due to the super voting provision of the Series B Convertible Preferred stock the Company recorded a loss on valuation of the shares of $2,084,300, the equivalent of 20,000,000 shares less the associated consulting expense of $109,700.

During the year ended March 31, 2018, the Company converted $684,285 of convertible notes payable into 20,947,193 shares of free trading common stock of the Company.

During the year ended March 31, 2018 the Company issued 2,570,000 shares of restricted Common Stock pursuant to consulting agreements valued at $329,184.

During year ended March 31, 2019 the Company issued the following:

· Converted $290,260 of convertible notes into 10,099,332 shares of common stock.

· Issued 305,000 shares of common stock valued at $16,424 pursuant to consulting agreements, and services rendered.

· Issued 9,500,000 shares of common stock relating to cashless warrants issued in conjunction with convertible notes issued to St. George Investments LLC valued at $597,000.

· Issued 88,000,000 shares of common stock valued at $4,605,134 pursuant to the share exchange agreement for Labco.

· Recorded 280,000 shares returned by D9 as per termination agreement valued at $8,120.

Warrants

Pursuant to the Warrant to Purchase Shares of Common Stock Agreement, dated June 30, 2017, the Company granted the right to St. George Investments LLC, to purchase at any time on or after the Issue Date of June 30, 2017 until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs a number of fully paid and non-assessable shares of Company's common stock, par value $0.0001 per share, equal to $173,000 divided by the Market Price as of the Issue Date. The closing stock price on June 30, 2017 was $0.1273, equating to 1,358,995 shares of common stock. The warrant was issued in connection with the Securities Purchase Agreement, dated June 30, 2017. Pursuant to ASC 470-20-25-2 the company fair valued the warrants at $115,100 to be debited to warrant expense for the year ended March 31, 2018. The Warrants contain a ratcheting feature for future share issuances. The Company issued shares in July 2017 for conversion of notes payable and in September 2017 for consulting agreements. These share issuances were for convertible notes and contracts that were in existence prior to the execution of the St. George agreement and were exempt from any ratcheting calculation, however subsequent issues to St. George on conversion of their convertible notes are subject to the ratcheting calculation.

Pursuant to a Warrant Settlement Agreement executed June 27, 2018, the Company agreed to issue 8,141,005 additional warrants to settle the ratchet provision of the original warrant. The Company recorded additional warrant expense of $491,850 pursuant to ASC 470-20-25-2 as the fair value of the warrants. Effective April 19, 2018, the Company, pursuant to the Warrant to Purchase Shares of Company Stock which was issued in conjunction with the St George Investments LLC Securities Purchase Agreement dated June 30, 2017, issued 3,500,000 shares of Company stock at $.0826 per share, valued at $289,100. On June 27, 2018, the Company agreed to issue an additional 6,000,000 shares of Company common stock to fully settle the warrant at a value of $433,200 or $0.0705 per share. The Company recorded additional warrant expense of $105,150 to value the warrants exercised at market price.

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

	Shares available to purchase with warrants			Weighted Average Price		Weighted Average Fair Value
Outstanding, March 31, 2017		—		$	—	$	—
Issued		1,358,995		$	.1273	$	.1273
Exercised		—		$	—	$	—
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Issued pursuant to agreement		8,141,005		$	.0604	$	.0604
Exercised April 19, 2018		(3,500,000	)	$	.0826	$	.0826
Exercised June 27, 2018		(6,000,000	)	$	.0705	$	.0705
Outstanding, March 31, 2019		0		$	0	$	0

Range of Exercise Prices		Number Outstanding 3/31/2019		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0327-$0.1273		0		0	$	0

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Income Taxes

12 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Note 9- Income Taxes

The Company accounts for income taxes using the asset and liability approach Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

The Company has federal net operating loss carryforwards of approximately $5,434,865 expiring in various years through 2037. The tax benefit of these net operating losses has been offset by a full allowance for realization. The use of the net operating loss carryfowards may be limited due to a change in control.

The Company’s effective tax rate differs from the high statutory rate for the year ended March 31, 2019, due to the following (expressed as a percentage of pre-tax income):

Federal taxes at statutory rate	$	21.0	%
State taxes, net of federal tax benefit		5.0	%
Valuation allowance		(26.0	)%
Effective income tax rate	$	0.0	%

As of March 31, 2019, the components of these temporary differences and the deferred tax asset were as follows: 

Deferred Tax assets:
Net operating loss carryforward	$	1,141,322
Less: valuation allowance		(1,141,322	)
Net deferred tax assets	$	—

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Notes Payable

12 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Notes Payable

Note 10 - Notes Payable

At March 31, 2019 the Company had outstanding convertible notes payable to third parties in the amount of $98,553 The notes had interest rates of 3%-12% and had conversion provision allowing the holder to convert the note into shares of the Company at a discount. This is referred to as the Beneficial Conversion Feature, "BCF". Due to the fact that the notes could be converted immediately or any time thereafter, there is no amortization of expense, so the Company has elected to record an expense in the current year for the difference between the BCF and the share value on the date the note was executed. This amount cannot exceed the value of the note. This resulted in an expense of $0 and $471,500 for the year ended March 31, 2019 and 2018 respectively. The following details outstanding convertible notes as of March 31, 2019:

Note Holder	Amount		Conversion Terms
Andrew Cervasio	$	11,092	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial	$	87,461	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
	$	98,553

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Related Party Transactions

12 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Note 11 - Related Party Transactions

Effective April 1, 2017, Alan Smith and Richard Stifel assigned their consulting agreements and all future amounts due under the agreement to Evolution Equities Corp, "Evolution" and RGS Resources LLC, "RGS" respectively. Evolution and RGS are related parties due to Mr. Smith’s and Mr. Stifel's ownership interest and positions in those companies. Evolution and RGS were paid $90,000 and $60,000 respective for the year ended March 31, 2019.

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Officer fees

12 Months Ended

Mar. 31, 2019

Compensation Related Costs [Abstract]

Officer fees

Note 12 – Officer fees

As of March 31, 2019, total officer fees paid were $90,000 to the Company’s CEO and Director. Additionally, a total of $60,000 was paid to the former CFO and Director of the Company.

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Commitments and Contingencies

12 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13 – Commitments and Contingencies

None.

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Subsequent Events

12 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

To secure working capital for future operations, on April 24, 2019, Mountain High Acquisitions Corp. (“MYHI”) entered into a Securities Purchase Agreement with St. George Investments, LLC (“St. George”). In connection with this agreement, MYHI issued to St. George a 10% convertible promissory note (the “Note”) in the principal amount of $112,500, due on April 23, 2020. The Note is convertible into common stock at 65% of the average of the two lowest closing bid prices for MYHI’s common stock during the twenty trading days immediately preceding the date of the conversion, subject to adjustment as provided in the Note. The Note contains a 10% original issue discount. The note may be prepaid by MYHI on the terms set forth in the Note.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31.

Principles of Consolidation

Principles of Consolidation

The accounts of the Company and its wholly–owned subsidiaries GreenLife Botanix, MYHI-AZ and One Lab Co are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Revenue Recognition

Revenue Recognition

As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09).   Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue.  A five-step model has been introduced for an entity to apply when recognizing revenue.  The new guidance also includes enhanced disclosure requirements.  The guidance was effective January 1, 2018.  The adoption did not have an impact on our financial statements.  

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the year ended March 31, 2019 the Company recorded revenue of $141,120 from both leases.

Fixed Assets

Fixed Assets

Fixed Assets are stated at cost. Depreciation is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Intangible Assets

Intangible Assets

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

· a significant decrease in the market value of an asset;

· a significant adverse change in the extent or manner in which an asset is used; or

· an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018.

The Company has no tax positions at March 31, 2019 or March 31, 2018, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share 

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

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Fixed Assets (Tables)

12 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Fixed assets

	For the Year Ended
	March 31, 2019
Extraction Equipment	$	159,667
Grow Equipment		235,000
Less: accumulated depreciation and amortization		(88,811	)
Total	$	305,856

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Equity (Tables)

12 Months Ended

Mar. 31, 2019

Equity [Abstract]

Warrant activity

	Shares available to purchase with warrants			Weighted Average Price		Weighted Average Fair Value
Outstanding, March 31, 2017		—		$	—	$	—
Issued		1,358,995		$	.1273	$	.1273
Exercised		—		$	—	$	—
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Outstanding, March 31, 2018		1,358,995		$	.1273	$	.1273
Issued pursuant to agreement		8,141,005		$	.0604	$	.0604
Exercised April 19, 2018		(3,500,000	)	$	.0826	$	.0826
Exercised June 27, 2018		(6,000,000	)	$	.0705	$	.0705
Outstanding, March 31, 2019		0		$	0	$	0

Range of Exercise Prices		Number Outstanding 3/31/2019		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0327-$0.1273		0		0	$	0

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Reconciliation of effective income tax rate

Federal taxes at statutory rate	$	21.0	%
State taxes, net of federal tax benefit		5.0	%
Valuation allowance		(26.0	)%
Effective income tax rate	$	0.0	%

Components of deferred tax assets

Deferred Tax assets:
Net operating loss carryforward	$	1,141,322
Less: valuation allowance		(1,141,322	)
Net deferred tax assets	$	—

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Notes Payable (Tables)

12 Months Ended

Mar. 31, 2019

Notes Payable Tables Abstract

Outstanding convertible notes

Note Holder	Amount		Conversion Terms
Andrew Cervasio	$	11,092	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial	$	87,461	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
	$	98,553

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Organization and Basis of Presentation (Details Narrative) - USD ($)	7 Months Ended
	Mar. 31, 2019	Mar. 31, 2019
Accounting Policies [Abstract]
Note receivable from D9 Manufacturing, amount		$ 135,000
Note receivable from D9 Manufacturing, term		3 years
Note receivable from D9 Manufacturing, interest rate per annum		7.00%
Capitalized amount for improvements to equipment		$ 35,000
Operating lease amount, monthly payment		$ 5,000
Restricted common stock issued pursuant to Exchange Agreement, shares	88,000,000
Acquisition of fixed assets recorded pursuant to Exchange Agreement, value	$ 159,666
Goodwill recorded pursuant to Exchange Agreement	4,605,134
Write-down of goodwill valuation	(1,200,000)
Additional write-down of goodwill valuation	$ (1,200,000)

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Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (5,434,865)	$ (3,351,723)
Accumulated deficit	(15,125,387)	$ (9,690,522)
Working capital deficit	$ (227,389)

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Note Receivable (Details Narrative)	7 Months Ended
	Mar. 31, 2019 USD ($)
Credit Loss [Abstract]
Note receivable from D9 Manufacturing, amount	$ 135,000
Note receivable from D9 Manufacturing, term	3 years
Note receivable from D9 Manufacturing, interest rate per annum	7.00%
Capitalized amount for improvements to equipment	$ 35,000
Operating lease amount, monthly payment	$ 5,000

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Fixed Assets - Fixed assets (Details)	Mar. 31, 2019 USD ($)
Property, Plant and Equipment [Abstract]
Extraction Equipment	$ 159,667
Grow Equipment	235,000
Less: accumulated depreciation and amortization	(88,811)
Total	$ 305,856

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Goodwill (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill related to Exchange Agreement	$ (4,605,134)

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Accrued liabilities (Details Narrative) - USD ($)	Mar. 31, 2019	Mar. 31, 2018
Accrued liabilities	$ 151,445	$ 12,500
Selling and administrative expenses
Accrued liabilities	138,945
Office lease expenses
Accrued liabilities	$ 12,500

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Revenue (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Leases [Abstract]
Revenue from leases	$ 141,120	$ 150,000

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Equity - Warrant activity (Details) - $ / shares	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Issued
Number of warrants issued	8,141,005	1,358,995
Weighted average price	$ .0604	$ .1273
Exercised
Number of warrants exercised	(3,500,000)
Weighted average exercise price	$ .0826
Forteited/Canceled
Number of warrants forfeited/canceled
Expired
Number of warrants expired
Outstanding
Number of warrants outstanding	0	1,358,995
Weighted average price	$ 0	$ .1273
Exercise prices range, minimum	0.0327
Exercise prices range, maximum	$ 0.1273
Exercised (2)
Number of warrants exercised	(6,000,000)
Weighted average exercise price	$ .0705

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Equity - Common Stock (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity [Abstract]
Common stock, authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	250,000,000	250,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Series B Convertible Preferred stock issued for consulting services, shares		100,000
Series B Convertible Preferred stock issued for consulting services, value		$ 109,700
Series B Convertible Preferred stock issued for consulting services, loss on valuation of shares recorded		$ (2,084,300)
Conversion of Convertible Notes Payable, shares	10,099,332	20,947,193
Conversion of Convertible Notes Payable, amount	$ 290,260	$ 684,285
Issues of restricted stock pursuant to consulting agreements, shares	305,000	2,570,000
Issues of restricted stock pursuant to consulting agreements, value	$ 16,424	$ 329,184
Issues of common stock relating to cashless warrants issued, shares	9,500,000
Issues of common stock relating to cashless warrants issued, value	$ 597,000
Issues of common stock pursuant to share exchange agreement, shares	88,000,000
Issues of common stock pursuant to share exchange agreement, value	$ 4,605,134
Shares returned, shares	(280,000)
Shares returned, amount	$ (8,120)

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Equity - Warrants (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity - Warrants
Fair value of warrants to be debited to debt discount and amortized over term of note		$ 115,100
Additional warrants issued to settle ratchet provision of original warrant	8,141,005
Additional warrant expense recorded (1)	$ 491,850
Value of warrant settled (1)	289,100
Value of warrant settled (2)	433,200
Additional warrant expense recorded (2)	$ 105,150

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Income Taxes - Reconciliation of effective income tax rate (Details)	12 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Federal taxes at statutory rate	21.00%
State taxes, net of federal tax benefit	5.00%
Valuation allowance	(26.00%)
Effective income tax rate	0.00%

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Income Taxes - Components of deferred tax assets (Details)	Mar. 31, 2019 USD ($)
Deferred Tax assets:
Net operating loss carryforward	$ 1,141,322
Less: valuation allowance	(1,141,322)
Net deferred tax assets

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Income Taxes (Details Narrative)	Mar. 31, 2019 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 5,434,865

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Notes Payable - Outstanding convertible notes (Details)	12 Months Ended
	Mar. 31, 2019 USD ($)
Andrew Cervasio
Amount	$ 11,092
Conversion terms	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial
Amount	$ 87,461
Conversion terms	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
Total
Amount	$ 98,553

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Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Notes Payable Details Narrative Abstract
Outstanding convertible notes payable to third parties	$ 98,553	$ 362,361
Expense on notes payable		$ 471,500

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Related Party Transactions (Details Narrative)	12 Months Ended
	Mar. 31, 2019 USD ($)
Evolution
Consulting agreements with officers assigned to companies with related party interest, amounts paid	$ 90,000
RGS
Consulting agreements with officers assigned to companies with related party interest, amounts paid	$ 60,000

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Officer fees (Details Narrative)	12 Months Ended
	Mar. 31, 2019 USD ($)
CEO
Total officer fees paid	$ 90,000
Former CFO
Total officer fees paid	$ 60,000